Supply Chain and Operations - Company purchases from SANY represented 71.1% and 67.2% of its cost of revenue for the years ended December 31, 2023 and 2024 respectively[39] - The company has not encountered any material supply chain disruptions due to reliance on SANY for the years ended December 31, 2023 and 2024[39] - The company has been maintaining inventories to meet market demand, but there is no assurance that suppliers can fulfill purchase requirements on time, which could lead to loss of sales[65] - The company relies on spare parts suppliers and any inability to obtain materials at acceptable prices could adversely affect profit margins[92] - The heavy equipment rental fleet may not be fully utilized, resulting in increased maintenance costs and potential adverse impacts on operations and financial results[64] - The aging rental fleet may increase operating costs, and if not replaced timely, could lead to material adverse effects on results of operations[72] Workforce and Labor - As of December 31, 2024, approximately 62.9% of the total employees in Singapore are foreign workers[54] - Competition for skilled foreign labor may increase labor costs, impacting the company's results of operations[56] Financial Performance and Risks - The company is dependent on the level of activities in the construction and infrastructure industries, which are cyclical in nature[61] - The company faces risks from various factors including reduced customer spending, unfavorable credit markets, and supply chain disruptions, which could negatively impact operations[66] - The company does not have long-term contracts with customers, leading to potential order reductions or delays, which could adversely affect business and financial condition[63] - Future growth may require additional financing, and failure to secure such financing could adversely affect business expansion and operations[78][81] - The company may face risks associated with joint ventures and acquisitions, including disagreements with partners and integration challenges, which could impact financial performance[82][84] - Adverse conditions in global financial markets and geopolitical events may create uncertainty, affecting the company's ability to grow and respond to economic changes[88][89] - The company faced a claim of approximately S$4.2 million from a liquidator regarding disputed machinery transactions, which was ultimately dismissed by the court[94] - The company made an allowance for expected credit loss amounting to S$3.6 million and S$3.1 million for the years ended December 31, 2023 and 2024, respectively, representing 0.7% and 1.0% of revenue[102] - Sales to the five largest customers accounted for approximately 38.2% and 41.3% of total net revenue for the years ended December 31, 2023 and 2024, respectively[111] - The company is dependent on a few major customers, with the largest customer accounting for approximately 9.5% and 18.4% of total net revenue for the years ended December 31, 2023 and 2024, respectively[111] Regulatory and Compliance - The company is subject to various regulatory requirements and must ensure compliance to avoid penalties that could adversely affect its operations[104][105] - The company has not yet established effective internal controls over financial reporting, which could lead to inaccuracies in financial statements and loss of investor confidence[139] - The company may face risks related to litigation, which could result in significant liabilities and reputational harm[93] Market and Economic Conditions - The core inflation rate in Singapore averaged 4.2% in 2023 and is projected to be 2.7% in 2024, impacting the company's operations and financial results[98] - The company did not raise prices for heavy equipment and parts despite global interest rate increases, leading to deferred purchases by customers[98] - Climate change regulations and severe weather events may disrupt operations and increase costs, potentially affecting demand for products and services[76][77] Initial Public Offering and Shareholder Risks - The initial public offering price per share is set at US$4.50, leading to an immediate dilution of US$43.71 per share compared to the adjusted net tangible book value of US$0.29 as of December 31, 2024[127] - There are 27,796,502 ordinary shares outstanding prior to the initial public offering, which will increase to 29,404,342 ordinary shares immediately after the offering[125] - The company may face significant adverse consequences if its ordinary shares are delisted from Nasdaq, including reduced liquidity and increased regulatory scrutiny[119] - The trading price of the ordinary shares may be volatile, influenced by market factors and company-specific operations, potentially leading to substantial losses for investors[120] - The company has agreed to a 180-day lock-up period for directors and officers regarding the sale of shares post-initial public offering[125] - The company may not maintain its listing on Nasdaq, which could limit investors' ability to trade its shares and subject it to additional trading restrictions[118] - If the company is classified as a passive foreign investment company (PFIC), U.S. taxpayers holding its securities may face adverse tax consequences[130] - The potential for substantial sales of ordinary shares in the public market after the initial public offering could adversely affect the market price of the shares[125] Financial Management and Internal Controls - The company lacks personnel adequately trained in U.S. GAAP and SEC reporting requirements, which could lead to errors in financial statements and loss of investor confidence[144] - The company is classified as an emerging growth company, allowing it to take advantage of reduced reporting requirements under the JOBS Act[150] - The company is a foreign private issuer, exempt from certain provisions applicable to U.S. domestic public companies, which may limit the information available to investors[152] - The company expects to incur significantly increased costs and management time due to the listing of its ordinary shares on Nasdaq[155] - The company may face challenges in maintaining effective internal control over financial reporting, which could lead to material misstatements and loss of investor confidence[143] - The company has implemented measures to address the lack of trained personnel in financial reporting, aiming to improve internal controls[144] Liquidity and Cash Flow - Liquidity risk is present, as the Company must ensure sufficient cash to meet financial obligations under various conditions[542] - The Company aims to manage liquidity without incurring unacceptable losses or damaging its reputation[542] - Uncertainty in cash flow projections increases liquidity risk for the Company[542] - As of December 31, 2024, the company maintained bank and cash balances of approximately S$0.7 million, with S$1.9 million subject to credit risk[533] Interest Rate and Currency Risks - The company's interest rate risk arises from bank borrowings, which were at fixed interest rates as of December 31, 2024, and 2023[539] - The Company faces foreign currency risk, which may lead to fluctuating profits due to changes in exchange rates between S$ and US$[540]
Ten-League International Holdings Ltd(TLIH) - 2024 Q4 - Annual Report